Mitsui & Co., Ltd. (hereinafter "Mitsui" or "the Company", President and CEO: Tatsuo Yasunaga) announced today that the Company has entered into an agreement with PSM Holdings Inc. (hereinafter "PSM") to accept PSM's tender offer (hereinafter the "Tender Offer") implemented through the management buy-out (MBO) of the Sogo Medical Holdings Co., Ltd. (hereinafter "Sogo", Tokyo Stock Exchange First Section, Code No.:9277) which is Mitsui's equity accounted investee.
Please contact Sogo's Group Corporate Planning Division Tel: +81-92-713-9181 for further details of the Tender Offer.
In consideration of Mitsui's corporate strategy to optimize its business portfolio, Mitsui has decided to accept the Tender Offer. In the event PSM successfully concludes its Tender Offer, the cash-flow generated for Mitsui through its transaction will be ¥19.5 bil.
1. Shares to be tendered, price, and the number of shares to be held before and after the Tender Offer
|(1) Shares to be tendered||Common shares of Sogo|
|(2) Number of shares to be tendered||7,639,108shares|
|(3) Price||¥19.5bil. (Tender Price ¥2,550/share)|
|(4) Number of shares to be held before/after the Tender Offer||· Shares owned before the Tender Offer: 7,639,108shares (Voting Rights: 25.5%)
· Shares to be owned after the Tender Offer successfully concluded: 0 shares (Voting Rights: 0.0%)
2. Corporate Profile of the PSM
|(1) Company Name||PSM Holdings Inc.|
|(2) Location||9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo|
|(3) Representatives||CEO Akira Iinuma|
|(4) Main Business||Management of the company through holding shares|
|(6) Establishment||December 26, 2019|
|(7) Shareholders as of February 5, 2020||Polaris Capital Group Co., Ltd. (*) 100.00%|
|(8) Relationship between Mitsui and the PSM|
|Status as Related Party||NIL|
(*) Operation company of private equity fund established in September 2004 with aggregated capital raised c. ¥300bil.
In the event PSM successfully concludes the Tender Offer, Mitsui will deconsolidate Sogo as an equity accounted investee. The profit from this transaction was not included in Mitsui's latest earnings forecasts announced on February 4, 2020. Mitsui will make a prompt announcement as needed regarding the impact on earnings forecasts after it is determined.